Shanghai Conant Optical Co., Ltd. — Proxy Solicitation & Information Statement 2024

Feb 1, 2024

Shanghai Conant Optical Co., Ltd. 上海康耐特光學科技集團股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2276)

Form of proxy for use by the shareholders of Shanghai Conant Optical Co., Ltd (the “Company”) at the first extraordinary general meeting of 2024 to be convened at the Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, the People’s Republic of China (the “PRC”) on Tuesday, 20 February 2024 at 10:00 a.m. (or any adjournment thereof).

I/We[1]

of

(thebeing the registered holder(s) of“ Company ”), HEREBY APPOINT[2][3] the Chairman of the Meeting, or

shares of RMB1 each (the “ Shares ”) of the Shanghai Conant Optical Co., Ltd.

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting (the “ Meeting ”) of the Company of 2024 to be held at Conference Room, 1/F, No. 555 Chuanda Road, Pudong New Area, Shanghai, PRC on Tuesday, 20 February 2024 at 10:00 a.m.(or at any adjournment thereof) in respect of the resolutions set out in the notice convening the Meeting (the “ Notice of 2024 First EGM ”) as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used herein shall have the same meaning as those stated in the Notice of 2024 First EGM.

	ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN 1. To consider and re-elect Mr. Fei Zhengxiang (費錚翔) as an executive director of the Company (“Executive Director”) with effect from the date of passing of this resolution for a term of three years. 2. To consider and re-elect Mr. Zheng Yuhong (鄭育紅) as an Executive Director. 3. To consider and re-elect Mr. Xia Guoping (夏國平) as an Executive Director. 4. To consider and re-elect Mr. Chen Junhua (陳俊華) as an Executive Director. 5. To consider and appoint Mr. Wang Chuanbao (王傳寶) as an Executive Director. 6. To consider and re-elect Ms. Zhao Xiaoyun (趙曉雲) as a non-executive Director. 7. To consider and re-elect Dr. Xiao Fei (肖斐) as an independent non-executive director of the Company (“Independent Non-executive Director”). 8. To consider and re-elect Mr. Chen Yi (陳一) as an Independent Non-executive Director. 9. To consider and appoint Dr. Wu Ying (吳瑩) as an Independent Non-executive Director. 10. To consider and re-elect Mr. Xu Jingming (徐敬明) as a shareholders’ representative supervisor of the Company. 11. To consider and elect Ms. Li Yan (李艷) as a shareholders’ representative supervisor of the Company. 12. To consider and authorize the Board of the Company to fix the Directors’ remuneration. 13. To consider and authorise the committee of supervisors to fix the supervisors’ remuneration. Dated this day of 2024 Signature5:	ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN 1. To consider and re-elect Mr. Fei Zhengxiang (費錚翔) as an executive director of the Company (“Executive Director”) with effect from the date of passing of this resolution for a term of three years. 2. To consider and re-elect Mr. Zheng Yuhong (鄭育紅) as an Executive Director. 3. To consider and re-elect Mr. Xia Guoping (夏國平) as an Executive Director. 4. To consider and re-elect Mr. Chen Junhua (陳俊華) as an Executive Director. 5. To consider and appoint Mr. Wang Chuanbao (王傳寶) as an Executive Director. 6. To consider and re-elect Ms. Zhao Xiaoyun (趙曉雲) as a non-executive Director. 7. To consider and re-elect Dr. Xiao Fei (肖斐) as an independent non-executive director of the Company (“Independent Non-executive Director”). 8. To consider and re-elect Mr. Chen Yi (陳一) as an Independent Non-executive Director. 9. To consider and appoint Dr. Wu Ying (吳瑩) as an Independent Non-executive Director. 10. To consider and re-elect Mr. Xu Jingming (徐敬明) as a shareholders’ representative supervisor of the Company. 11. To consider and elect Ms. Li Yan (李艷) as a shareholders’ representative supervisor of the Company. 12. To consider and authorize the Board of the Company to fix the Directors’ remuneration. 13. To consider and authorise the committee of supervisors to fix the supervisors’ remuneration. Dated this day of 2024 Signature5:	ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN 1. To consider and re-elect Mr. Fei Zhengxiang (費錚翔) as an executive director of the Company (“Executive Director”) with effect from the date of passing of this resolution for a term of three years. 2. To consider and re-elect Mr. Zheng Yuhong (鄭育紅) as an Executive Director. 3. To consider and re-elect Mr. Xia Guoping (夏國平) as an Executive Director. 4. To consider and re-elect Mr. Chen Junhua (陳俊華) as an Executive Director. 5. To consider and appoint Mr. Wang Chuanbao (王傳寶) as an Executive Director. 6. To consider and re-elect Ms. Zhao Xiaoyun (趙曉雲) as a non-executive Director. 7. To consider and re-elect Dr. Xiao Fei (肖斐) as an independent non-executive director of the Company (“Independent Non-executive Director”). 8. To consider and re-elect Mr. Chen Yi (陳一) as an Independent Non-executive Director. 9. To consider and appoint Dr. Wu Ying (吳瑩) as an Independent Non-executive Director. 10. To consider and re-elect Mr. Xu Jingming (徐敬明) as a shareholders’ representative supervisor of the Company. 11. To consider and elect Ms. Li Yan (李艷) as a shareholders’ representative supervisor of the Company. 12. To consider and authorize the Board of the Company to fix the Directors’ remuneration. 13. To consider and authorise the committee of supervisors to fix the supervisors’ remuneration. Dated this day of 2024 Signature5:
	1. To consider and re-elect Mr. Fei Zhengxiang (費錚翔) as an executive director of the Company (“Executive Director”) with effect from the date of passing of this resolution for a term of three years.
	2. To consider and re-elect Mr. Zheng Yuhong (鄭育紅) as an Executive Director.
	3. To consider and re-elect Mr. Xia Guoping (夏國平) as an Executive Director.
	4. To consider and re-elect Mr. Chen Junhua (陳俊華) as an Executive Director.
	5. To consider and appoint Mr. Wang Chuanbao (王傳寶) as an Executive Director.
	6. To consider and re-elect Ms. Zhao Xiaoyun (趙曉雲) as a non-executive Director.
	7. To consider and re-elect Dr. Xiao Fei (肖斐) as an independent non-executive director of the Company (“Independent Non-executive Director”).
	8. To consider and re-elect Mr. Chen Yi (陳一) as an Independent Non-executive Director.
	9. To consider and appoint Dr. Wu Ying (吳瑩) as an Independent Non-executive Director.
	10. To consider and re-elect Mr. Xu Jingming (徐敬明) as a shareholders’ representative supervisor of the Company.
	11. To consider and elect Ms. Li Yan (李艷) as a shareholders’ representative supervisor of the Company.
	12. To re	consider and authorize the Board of the Company to fix the Directors’ muneration.
	13. To re	consider and authorise the muneration.	committee of supervisors to fix the supervisors’
	Dated this	day of	2024 Signature5

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). 3. If any proxy other than the chairman is preferred, please strike out “the Chairman of the Meeting, or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or (if he is the holder of two or more shares) more proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“✔”) THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK (“✔”) THE BOXES MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than that referred to in the Notice of 2024 First EGM.

4. The instrument appointing proxy must be in writing under the hand of the appointor or his/her attorney duly authorised in writing, if the appointor being a corporation, either under its seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

5. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person (who must be an individual) as his/her proxy to attend and vote instead of him/her. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member who holds two or more shares of the Company may appoint more than proxy to attend and vote on the same occasion.

6. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall deposited at the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 24 hours before the time appointed for holding the Meeting or any adjournment thereof or the time appointed for passing the resolution at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid. Delivery of any instrument of appointing a proxy shall not preclude a member from attending and voting in person at the Meeting or at any adjourned meeting concerned and, in such event, the instrument appointing the proxy shall be deemed to be revoked.

7. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting personally or by proxy, that one of the said person so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

8. The description of each resolution herein is by way of summary only. The full text appears in the Notice of 2024 First EGM.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourinstructionssupply forof yourthe Meetingand your(theproxy’s“ Purposes (or proxies’)”). Wename(s)may transferand address(es)your and isyouron aproxy’svoluntary(or basisproxies’)for thename(s)purposeandof address(es)processing yourto ourrequestagent,forcontractor,the appointmentor thirdofpartya proxyservice(or proxies)providerandwhoyourprovidesvoting administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Computershare Hong Kong Investor Services Limited at the above address.